[年报]京东方Ｂ(200725):2022年年度报告摘要（英文版）
BOE TECHNOLOGY GROUP CO., LTD. ANNUAL REPORT 2022 (SUMMARY) Part I Important Notes This Summary is based on the full Annual Report of BOE Technology Group Co., Ltd. (together with its consolidated subsidiaries, the “Company”, except where the context otherwise requires). In order for a full understanding of the Company’s operating results, financial position and future development plans, investors should carefully read the aforesaid full text, which has been disclosed together with this Summary on the media designated by the China Securities Regulatory Commission (the “CSRC”). All the Company’s directors have attended the Board meeting for the review of this Report and its summary. Independent auditor’s modified opinion: □ Applicable ? Not applicable Board-approved final cash and/or stock dividend plan: ? Applicable □ Not applicable Bonus issue from capital reserves: □ Yes ? No The Board has approved a final dividend plan for the Reporting Period. Based on 37,668,177,369 shares, a cash dividend of RMB0.61 (tax inclusive) per 10 shares is to be distributed to all the shareholders, with no bonus issue from either profit or capital reserves. Board-approved final cash and/or stock dividend plan for preference shareholders: □ Applicable ? Not applicable This Report and its summary have been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese versions shall prevail. Part II Key Corporate Information 1. Stock Profile
information interaction and human health. Based on a deep understanding of the intrinsic laws of the market and practical exploration, and in order to further enhance its value creation capability, BOE has put forward the development strategy of "Screen-Connected IoT" based on its core genes and capabilities, seizing the ubiquitous growth opportunities of "screen", and fully leveraging its core advantage of "screen" to integrate screens into more market segments and application scenarios by integrating more functions and deriving more forms. By doing so, BOE will realize the user perception revolution of "screen as terminal" in the digital era, build an industrial ecology of "screen as platform and screen as system", and reshape the value growth model. At the same time, based on the strategic design of "Screen-Connected IoT", BOE will bring a new connotation to the "1+4+N+Ecosystem" development structure under the new development pattern. "1" represents semiconductor display, which is the core capacity and quality resources accumulated by BOE, as well as the source and origin of the Company's transformation and development. "4" is a high-potential channel and direction of development selected based on BOE's core competence and value chain extension, as well as the four main fronts of the Company's IoT transformation, namely the IoT Innovation business, the Sensor business, the MLED business and the Smart Medical Engineering business. "N" refers to the subdivided application scenarios of IoT that are continuously explored and cultivated by BOE, as well as the specific focus of the Company's IoT transformation development. “Ecosystem” is an industrial ecological development circle constructed by the Company in collaboration with many partners and by aggregating the resources of the industrial chain and ecosystem chain. The Company's core businesses are summarized as follows: 1. The Display Devices business The Display Devices business offers integrated design and manufacturing services for devices, and is committed to providing interface devices applying TFT-LCD, AMOLED, Microdisplay and other technologies, focusing on providing customers with high-quality display devices for smartphones, tablet PCs, laptops, monitors, TVs, vehicle-mounted, electronic shelf label (ESL), industrial control, household medical applications, applications on wearable devices, whiteboards, tiled display screens, commercial devices, VR/AR devices, etc. 2. The IoT Innovation business The IoT Innovation business offers integrated design and manufacturing services for system solutions, and provides customers with competitive smart terminal products for TVs, monitors, laptops, tablets, low-power devices, IoT, 3D display, etc. Backed by AI and big data technologies, it focuses on products and services combining hardware and software, providing integrated IoT solutions for segments including smart industrial parks, smart finance, visual arts, smart public service, smart transportation, etc. 3. The Sensor business The Sensor business offers integrated design and manufacturing services for system solutions, focuses on medical biological segment, smart transportation and construction displays, consumer electronics, industrial sensors and other fields, and provides customers with design and manufacturing of sensor devices and system solution services, with specific products and solutions including back plates for flat panel X-ray detectors (FPXD), digital microfluidic chips, intelligent PDLC glass and PDLC system solutions, fingerprint identification sensors and systems, as well as industrial sensors and solutions, among others. 4. The MLED business The MLED business renders Mini-LED backlight products with high reliability and high partition of dimming for LCD of tablet PCs, laptops, monitors, TVs, vehicles, wearable devices, etc., as well as Mini/Micro-LED display product solutions with high brightness, high reliability and high contrast for segment markets of outdoor, commercial, transparent, specialized and other displays. All these products are designed and manufactured in an integrated manner. The Smart Medical Engineering business adopts the professional service model to combine technologies with medicine and integrate medicine and engineering with innovation, so as to provide people-oriented services for families, communities and hospitals. It connects testing equipment, healthcare workers and customers through the health IoT platform to build a smart health management ecosystem where customers enjoy health services including prevention, treatment, therapy and nursing. Meanwhile, with a specific focus on "N", the Company provides hardware and software integrated system solutions for different industries, including industrial IoT, smart energy, digital art, and other fields, which can provide customers with all-dimensional, one- stop and smart new experience under IoT scenarios. 3. Key Financial Information (1) Key Financial Information of the Past Three Years Indicate by tick mark whether there is any retrospectively restated datum in the table below. ? Yes □ No Reason for retrospective restatement: Change of accounting policy. Unit: RMB
Ministry of Finance, the Group implemented the relevant provisions and retrospectively adjusted the relevant items of the financial statements at the beginning of the year and the same period of the previous year, and the above changes in accounting policies had no significant impact on the Company's financial position and operating results. (2) Key Financial Information by Quarter Unit: RMB
have been disclosed in the Company’s quarterly or interim reports. □ Yes ? No 4. Share Capital and Shareholder Information at the Period-End (1) Numbers of Ordinary Shareholders and Preferred Shareholders with Resumed Voting Rights as well as Holdings of Top 10 Shareholders Unit: share
Company to implement equity incentives for its core technical and managerial personnel, who are the 20 nominal shareholders of Intelligent Kechuang. The ratios of their capital contributions to Intelligent Kechuang do not represent their actual equity percentage. The equities of Intelligent Kechuang are jointly owned by the awardees of the Company’s equity incentive plans. The capital 6.667%, Shi Dong 6.667%, Chen Yanshun 6.667%, Song Ying 6.667%, Han Guojian 6.667%, Gong Xiaoqing 3.333%, Wang Yanjun 3.333%, Wang Jiaheng 3.333%, Liu Xiaodong 3.333%, Ren Jianchang 1.667%, Sun Jiping 1.667%, Zhang Peng 1.667%, Wang Aizhen 1.667%, Mu Chengyuan 1.667%, Xu Yan 1.667%, Hua Yulun 1.667% and Zhong Huifeng 1.667%. 2. When the Company completed a private offering of shares in 2014, Beijing State-Owned Capital Operation and Management Center transferred its 70% stake directly held in the Company to Beijing Electronics Holding Co., Ltd. for managing through a Shares Management Agreement, and Beijing Electronics Holding Co., Ltd. obtained the shareholder’s rights other than the disposal and earnings rights attached to the 70% stake; and Beijing State-Owned Capital Operation and Management Center agreed in a Voting Rights Exercise Agreement to align itself with Beijing Electronics Holding Co., Ltd. when exercising its voting rights of the remaining 30% stake directly held by it in the Company. 3. During the non-public issuing of the Company in 2021, Beijing Jing Guorui Soe Reform and Development Fund (L.P.) signed the Acting-in-Concert Agreement with Beijing Electronics Holdings Co., Ltd. 5. Outstanding Bonds at the Date when this Report Was Authorized for Issue ? Applicable □ Not applicable (1) Bond Profile
On 30 May 2022, United Credit Ratings Co., Ltd. issued the Follow-up Rating Report of the 2022 for the Renewable Corporate Bonds of BOE Technology Group Co., Ltd. According to the Report, the issuer was still granted with a corporate long-term credit rating of AAA with rating outlook rated as Stable; the bond credit rating remained AAA. The Follow-up Rating Report was published on http://www.cninfo.com.cn/ and the website of United Ratings at www.unitedratings.com.cn on 30 May 2022. United Credit Ratings Co., Ltd. is expected to issue the Follow-up Rating Report of the 2023 for the Renewable Corporate Bonds of BOE Technology Group Co., Ltd. in May 2023. The Company will disclose the follow-up rating analysis report to investors on http://www.cninfo.com.cn/ in time. (3) Selected Financial Information of the Company for the Past Two Years Unit: RMB'0,000
1. On 18 October 2019, the Company disclosed the Announcement on the Company’s Application for CSRC’s Approval for its Public Issue of Renewable Corporate Bonds (Announcement No. 2019-052), and the Company received the No. [2019] 1801 Approval from CSRC. Based on the approval, the Company could publicly issue the renewable corporate bonds with the nominal value no more than RMB30 billion to qualified investors.
interest payment plan was RMB36.40 (including tax) every ten bonds. The Company disclosed 2022 "20BOEY2" Interest Payment Announcement (Announcement No. 2022-013) on 17 March 2022. The interest payment plan was RMB35.40 (including tax) per ten bonds. The Company disclosed 2022 "20BOEY3" Interest Payment Announcement (Announcement No. 2022-037) on 23 April 2022. The interest payment plan was RMB35.00 (including tax) per ten bonds. On 9 September 2022, the Company disclosed the Announcement on Not Exercising the Issuer’s Renewal Option for the 2019 Public Offering of Renewable Corporate Bonds of BOE (for Qualified Investors) (Phase I) (Announcement No. 2022-067). 19BOEY1 will reach its maturity of three years on 28 October 2022. As per the relevant Prospectus and Listing Announcement, the Company has decided not to exercise the issuer’s renewal option on 19BOEY1 and will fully redeem the said bonds instead. On 27 October 2022, the Company disclosed the Announcement on the Redemption of Corporate Bonds “19BOEY1” with Interest & the Delisting of the Bonds (Announcement No. 2022-073). The Company will repay on 31 October 2022 the principals of the said bonds, together with the interest from 29 October 2021 to 28 October 2022, and delist the bonds. The Company disclosed the Announcement on Not Exercising the Issuer’s Renewal Option for the 2020 Public Offering of Renewable Corporate Bonds of BOE (for qualified investors) (Phase I) (epidemic prevention and control bonds) relevant provisions of the Prospectus and the Listing Declaration, the Company decides not to exercise the renewal option of bond issuer. That is, the current bonds are to be fully redeemed. The Company disclosed the Announcement on Not Exercising the Issuer’s Renewal Option for the 2020 Public Offering of Renewable Corporate Bonds of BOE (for qualified investors) (Phase II) (epidemic prevention and control bonds) (Announcement No. 2023-002) on 31 January 2023, and the third anniversary of 20BOEY2 falls on 18 March 2023. According to the relevant provisions of the Prospectus and the Listing Declaration, the Company decides not to exercise the renewal option of bond issuer. That is, the current bonds are to be fully redeemed. As the Company disclosed the Announcement on the Redemption of the Principal and Interest of the "20BOEY1" Corporate Bonds and the De-listing of the Bonds (Announcement No. 2023-005) on 24 February 2023, it will pay the interest of the bonds generated between 28 February 2022 and 27 February 2023, as well as the principal of the bonds, on 28 February 2023, and de-list the bonds. The Company disclosed the Announcement on Not Exercising the Issuer’s Renewal Option for the 2020 Public Offering of Renewable Corporate Bonds of BOE (for qualified investors) (Phase III) (epidemic prevention and control bonds) (Announcement No. 2023-008) on 15 March 2023, and the third anniversary of 20BOEY3 falls on 27 April 2023. According to the relevant provisions of the Prospectus and the Listing Declaration, the Company decides not to exercise the renewal option of bond issuer. That is, the current bonds are to be fully redeemed. As the Company disclosed the Announcement on the Redemption of the Principal and Interest of the "20BOEY2" Corporate Bonds and the De-listing of the Bonds (Announcement No. 2023-009) on 16 March 2023, it will pay the interest of the bonds generated between 19 March 2022 and 18 March 2023, as well as the principal of the bonds, on 20 March 2023, and de-list the bonds. The Company disclosed 2023 "22BOEY1" Interest Payment Announcement (Announcement No. 2023-010) on 23 March 2023. The interest payment plan was RMB35.00 (including tax) every ten bonds. 2. On 16 January 2021, the Company disclosed the Announcement on the Resolution of the 21st Meeting of the 9th Board of Directors (Announcement No. 2021-001) and the Plan for Non-Public Offering of A-Shares in 2021, and other related announcements, in which the Company intends to make a non-public offering of A-shares to no more than 35 specific investors including Jing Guorui Fund. The net fund raised was expected to be no more than RMB20 billion. On 19 August 2021, the Company disclosed the Report on the Non- public Offering of A-shares by BOE Technology Group Co., Ltd. & the Announcement on the Listing of these Shares (announcement No. 2021-058), along with other relevant announcements. 3,650,377,019 new shares were issued in the non-public offering, which were listed on the Shenzhen Stock Exchange on 20 August 2021. On 18 February 2022, the Company disclosed the Suggestive Announcement on Relieving Restricted Non-publicly Offered A Shares in 2021 (Announcement No.: 2022-005). On 21 February 2022, 2,932,244,165 restricted shares of non-publicly offered A shares in 2021 were relieved and could be traded in the market. The number of the relieved restricted shares accounted for 8.5058% of non-restricted shares of the Company, and 7.6270% of the total share capital of the Company. The Company disclosed the Suggestive Announcement on Relieving Restricted Non-publicly Offered A Shares in 2021 (Announcement No.: 2023-004) on 17 February 2023. A total of 718,132,854 restricted shares of the Company's non-publicly offered A shares in 2021 were relieved on 20 February 2023 and could be traded on the market thereafter. The number of the relieved restricted shares accounted for 1.9324% of the Company's non-restricted shares, and 1.8801% of the Company's total share capital. 3. Following the approval of the Proposal on the Repurchase of Some Public Shares at the 31st Meeting of the 9th Board of Directors, the Company disclosed the Announcement No. 2021-067 on the Repurchase of Some Public Shares on 31 August 2021. The Company carried out the first repurchase on 2 September 2021 and disclosed the Announcement No. 2021-077 on the First Repurchase of Some Public Shares on 3 September 2021. On 2 March 2022, the Company disclosed the Announcement on the Completed Implementation of Share Repurchase Programme and Repurchase Implementation Results (Announcement No.: 2022-007). As at 28 February 2022, the Company has implemented the repurchase of the Company's shares by means of centralized bidding through a special securities account for the repurchase, and the cumulative number of A Shares repurchased was 499,999,919, accounting for approximately 1.3330% of the Company's A Shares and 1.3005% of the Company's total share capital, with the highest transaction price of RMB5.96 per share and the lowest transaction price of RMB4.68 per share. The total amount paid was RMB2,620,105,418.52 (including other fixed expenses such as commissions). The above repurchase of the Company was in line with the requirements of relevant laws and regulations, as well as the established repurchase programme of the Company. The total fund of this share repurchase didn't exceed the amount proposed to be used in the repurchase programme, and the number of shares repurchased has reached the cap of shares under the repurchase programme. So far, this share repurchase has been implemented and completed as planned. 4. Following the approval of the Proposal on the Repurchase of Domestically Listed Foreign Shares (B-shares) at the 39th Meeting of the 9th Board of Directors and the 2021 Annual General Meeting, the Company disclosed the Announcement No. 2022-030 on the Plan for the Repurchase of Domestically Listed Foreign Shares (B-shares) on 31 March 2022 and the Report on the Repurchase of Domestically Listed Foreign Shares (B-shares) (Announcement No. 2022-046) on 10 May 2022. The Company carried out the first repurchase on 27 June 2022 and disclosed the Announcement No. 2022-050 on the First Repurchase of Domestically Listed Foreign Shares (B-shares) on 28 June 2022. On 6 September 2022, the Company disclosed the Announcement No. 2022-065 on the Completion of the Implementation of the Share Repurchase Plan & the Repurchase Results. As of 2 September 2022, all the repurchased shares had been settled, with the total amount used reaching the upper limit of the repurchase amount. The Company has implemented the repurchase of the Company's shares by means of centralized bidding through a special securities account for the repurchase, and the cumulative number of B-shares repurchased was 243,229,361, accounting for approximately 25.9829% of the Company's B-shares and 0.6327% of the Company's total share capital, with the highest transaction price of HKD4.32 per share and the lowest transaction price of HKD3.65 per share. The total amount paid was HKD999,999,946.81 (inclusive of transaction costs). The above repurchase of the Company was in line with the requirements of relevant laws and regulations, as well as the established repurchase programme of the Company. On 22 September 2022, the Company disclosed the Announcement on the Completion of the Retirement of Repurchased Shares & Share Changes (Announcement No. 2022-071). The aforesaid 243,229,361 repurchased shares have been retired on 20 September 2022 with the Shenzhen branch of China Securities Depository and Clearing Co., Ltd., with the retired number of shares, date of completion and term of retirement all in compliance with the applicable laws and regulations. 5. On 29 April 2022, the Company disclosed the Announcement on the Resolutions of the 2021 Annual General Meeting (Announcement No. 2022-041), the Announcement on the Resolutions of the First Meeting of the 10th Board of Directors (Announcement No. 2022-043), and the Announcement on the Resolutions of the First Meeting of the 10th Supervisory Committee (Announcement No. 2022-044). Re-election proposals were approved at these meetings. As such, the re-election has been completed. For further information, see the relevant announcements. 6. On 24 May 2022, the Company disclosed the Announcement on the Distribution of the 2021 Final Dividend (Announcement No. 2022-048). As the 2021 Final Dividend Plan had been approved at the 2021 Annual General Meeting on 28 April 2022, the Company distributed a 2021 final dividend of RMB2.10 per 10 shares (dividend to B-shareholders paid in HKD according to the central parity rate of RMB and HKD declared by the People’s Bank of China on the first working day immediately after the date of the relevant general meeting resolution), with no bonus issue from either profit or capital reserves.
Chairman of the Board (signature): Mr. Chen Yanshun Date of the Board’s approval of this Report: 31 March 2023 中财网
 |